Abstract: A combined steam condenser and liquid-to-liquid heat exchanger has an outer shell forming an enclosure within which a first plurality of tubes are supported at opposite ends by tube sheets to provide a steam condenser. Within the outer shell an inner shell having a heat exchange liquid inlet and outlet contains a second plurality of tubes providing a heat exchanger. In one embodiment a first head is affixed to one end of the outer shell and cooling liquid introduced into that head passes through the second plurality of tubes and part of the first plurality of tubes to a second head at the opposite end which directs the cooling liquid through an upper portion of the first plurality back to the first head. The cooling liquid is then directed from the first head through a lower part of the first plurality of tubes toward the second head where it is discharged through an outlet.